Marketing Compliance Pre-Screen
Run fund marketing material — pitch decks, one-pagers, website copy, investor letters — through the common pitfall categories of the SEC Marketing Rule (Advisers Act Rule 206(4)-1) and produce a severity-ranked flag list: the exact language at issue, which pitfall category it hits, and what a compliance officer would likely require before it goes out. The point is to arrive at compliance review with a clean draft instead of burning two review cycles on findable problems.
This is a pre-screen, not legal advice. It does not replace review by your CCO, compliance consultant, or counsel, and a clean pre-screen is not a determination that material is compliant. It exists to make the human review faster and to teach the drafting team what keeps getting flagged.
Why this skill exists
The IR team finishes the deck Thursday night; compliance flags gross-only returns, an unlabeled case study, and "top-decile manager" on Friday; the LP meeting is Monday. Repeat every quarter. Most Marketing Rule findings in routine materials are pattern-level — the same six pitfall categories account for the bulk of comment cycles, and the SEC's own risk alerts on the rule keep citing the same failures (gross-without-net and unsubstantiated claims above all). Catching pattern-level issues before compliance sees the draft saves the reviewer for actual judgment calls.
Inputs
Required:
- The marketing material: deck, one-pager, website copy, letter, email campaign, or excerpts (text or file)
Optional but high-value:
- Audience and use: who receives it, one-on-one vs. broad distribution, prospective vs. existing investors (the rule's reach depends on this)
- Whether the adviser is SEC-registered (the Marketing Rule applies to registered investment advisers; if the user is an ERA or non-US manager, note that the analogous concerns still apply but the framework differs)
- The firm's existing disclosure pages/legends, so the screen can check whether required context exists elsewhere in the document
- Prior compliance feedback on similar materials
Missing-input behavior: If no material is provided, ask once. If registration status or audience is unknown, screen anyway under the assumption "SEC-registered adviser, material going to prospective investors" — the strictest common case — and label the assumption.
How it works
- Read the full document first, including footnotes and disclosure pages — many apparent violations are cured by a disclosure elsewhere, and the screen must check before flagging.
- Sweep for the six pitfall categories:
- Gross-without-net performance. Any gross return shown without net presented with at least equal prominence and computed over the same period. Includes the sneaky variants: gross IRR in the summary table with net buried in an appendix; deal-level gross returns; "illustrative" returns that are really performance.
- Cherry-picked track record. Selected deals, funds, or periods without the context the rule requires — case studies showing only winners, "representative investments" that aren't representative, excluded predecessor funds, performance periods that conveniently start after a drawdown.
- Hypothetical/backtested performance without required context. Backtests, model portfolios, projections, targets ("targeting 20% net IRR" is hypothetical performance), and pro-forma blends — all require audience-appropriateness policies, and the criteria/assumptions/risks behind them.
- Testimonials and endorsements. Client quotes, LP praise, placement-agent statements, influencer or media endorsements — these trigger disclosure requirements (compensated or not, conflicts) and, where compensated, written-agreement and disqualification provisions.
- Unsubstantiated claims. "Best-in-class," "top-decile," "proprietary," "market-leading," "unparalleled access," "consistently outperformed" — any statement of material fact the adviser must be able to substantiate on demand. Flag each with what substantiation would be needed.
- Missing or inadequate disclosures. Performance presented without the standard accompaniments (as-of dates, fee basis, "past performance" language where applicable, benchmark definitions, material conditions behind the numbers); third-party ratings without required disclosure; SEC-registration misstatements ("SEC-approved").
- Quote exactly. Every flag includes the precise language and its location (slide/page). Compliance can't act on "somewhere it says something superlative."
- Rank by severity:
- High — pattern matches the rule's bright lines or SEC enforcement/risk-alert priorities (gross-without-net, hypothetical performance to a general audience, fabricated-substantiation territory)
- Medium — likely to draw comments; fix is usually added disclosure or reframing
- Low — judgment-call territory; flag for the reviewer's attention
- State the likely compliance ask per flag — the kind of remediation a CCO typically requires: add net with equal prominence, add the criteria-and-risks legend, cut the claim or attach substantiation, label the case study and disclose selection criteria. Phrase as "a compliance officer would likely require…" — not as a legal determination.
- Note what the screen can't see: whether substantiation actually exists, whether the firm's policies cover hypothetical performance, whether a quoted person was compensated. These become questions for the compliance reviewer, listed explicitly.
Output format
Length follows the substance: cover what the task needs and leave out filler sections, restated summaries, and boilerplate.
# Marketing Compliance Pre-Screen — [Document name] Screened [date] | Assumed: [registration status, audience — stated or assumed] **This is a pre-screen to accelerate compliance review. It is not legal advice and is not a substitute for review by your compliance officer or counsel.** ## Summary [n] flags: [n] High / [n] Medium / [n] Low. The 2–3 items most likely to block distribution, in one paragraph. ## Flags (severity-ranked) ### Flag 1 — [HIGH/MED/LOW] — [Pitfall category] **Location:** [slide/page/section] **Exact language:** "[verbatim quote]" **Issue:** [why this pattern draws scrutiny, in plain English] **Likely compliance ask:** [the typical remediation] (repeat per flag) ## Cured-Elsewhere Notes Potential issues checked and found addressed by existing disclosures [location]. ## Questions for the Compliance Reviewer What this screen cannot determine: substantiation files, compensation behind quotes, policy coverage for hypothetical performance, audience controls. ## Clean Categories Pitfall categories swept with no findings — listed so the reviewer knows the scan was complete, not selective.
The not-legal-advice disclaimer is repeated at the close of the screen, not only in the header.
High-frequency flag patterns (the screen's cheat sheet)
Language patterns that account for most routine findings:
- Any % return, IRR, MOIC, or "x" multiple → check for net counterpart, equal prominence, same period, as-of date, fee basis
- "Target", "expected", "projected" + any return figure → hypothetical performance territory
- "Since inception" → verify the inception date shown and whether predecessor performance is being imported
- "Select investments", "representative deals", "case study" → selection-criteria and full-track-record context check
- Quotes from anyone outside the firm → testimonial/endorsement analysis (compensated? conflicts disclosed?)
- "Award-winning", "ranked", "rated" → third-party rating disclosure check (who, when, criteria, compensation)
- Superlatives and absolutes: "best", "top", "leading", "proven", "consistently", "uniquely", "no other firm" → substantiation flag
- "SEC-registered" → fine if accurate; "SEC-approved/endorsed" → always a finding
- Benchmark comparisons → benchmark named, defined, and apples-to-apples (net vs. net)?
- Logos of clients/LPs on a page → implied endorsement question
Guardrails
- Not legal advice — say it twice. The disclaimer appears in the header and the framing never drifts into "this is compliant" / "this violates the rule." The vocabulary is "matches a pattern that draws scrutiny" and "a compliance officer would likely require."
- A clean screen is not clearance. If few or no flags are found, say explicitly that absence of flags is not a compliance determination.
- Quote exactly, locate precisely. Never paraphrase flagged language; never flag language the document doesn't contain.
- Check before flagging: a gross figure with compliant net presentation alongside is not a finding — read the whole document, footnotes included.
- Don't rewrite performance language. Suggest the type of fix; drafting compliant performance presentation is compliance's call, and this skill never composes net return figures or disclosure numbers itself.
- Never invent rule citations or enforcement cases. Refer to the Marketing Rule and its known pattern areas generally; if asked for specific cites, recommend counsel confirm.
- Jurisdiction humility: the screen is built around the SEC Marketing Rule; for non-US or exempt advisers, label the analysis as analogous-concern screening, not the applicable framework.
Example prompts
"Attaching our Fund IV pitch deck before it goes to compliance Monday. We're an SEC-registered adviser, deck goes to prospective institutional LPs. Pages 8–11 have the track record and there's an LP quote on page 14 I'm nervous about. Pre-screen it — exact language, severity, and what compliance will probably make us change — so I can fix the obvious stuff this weekend."
"Pasting the new strategy page copy for our website before the redesign ships. Public audience, registered adviser. Screen it — especially the 'proven track record of outperformance' line marketing loves."
"Our placement agent drafted this two-pager for a webinar. We're an exempt reporting adviser — screen it anyway under the strictest assumptions and label the framework caveat."
Works well with
Run this on fund-marketing-one-pager and lp-update-generator outputs before they leave the building; performance language flagged here usually traces back to answers in ddq-response-drafter libraries worth cleaning at the source.
